EP ENERGY CORPORATION AUDIT COMMITTEE CHARTER. December 14, 2016

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1 EP ENERGY CORPORATION AUDIT COMMITTEE CHARTER December 14, 2016 Chapter 1 Purpose The primary purpose of the Audit Committee (the Committee ) is to assist the Board of Directors (the Board ) of EP Energy Corporation (together with its subsidiaries, the Company ) in fulfilling its oversight responsibilities with respect to: the accounting and financial reporting processes of the Company, including the integrity of the financial statements and other financial information provided by the Company to its members and others; the Company s compliance with legal and regulatory requirements and its Code of Conduct; the Company s independent registered public accounting firm s qualifications and independence; the Company s third party petroleum reserves engineer; the audit of the Company s financial statements; the performance of the Company s internal audit function and independent registered public accounting firm; and the preparation of the report of the Committee to be included in the Company s annual Proxy Statement under the rules of the Securities and Exchange Commission (the SEC ). Chapter 2 Organization and Membership The members of the Committee shall be designated by the Board on the recommendation of the Governance and Nominating Committee from time to time and, except during any applicable transition period, the Committee shall consist of no fewer than three directors, as determined by the Board from time to time, subject to the independence requirements of the New York Stock Exchange (the NYSE ) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the Exchange Act ). Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the NYSE, and any additional requirements that the Board deems appropriate. The Committee as a whole and each individual member must comply with the financial literacy requirements that are applicable to companies listed on the NYSE, as determined by the Board. In accordance with the Sarbanes Oxley Act of 2002 (the Sarbanes-Oxley Act ), the Board must designate at least one member of the Committee to be the audit committee financial expert under Section 407 of the Sarbanes-Oxley Act. The existence of such a member, including his or her name and whether or not he or she is independent, will be disclosed in periodic filings as required by the SEC. Committee members shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on

2 the Committee of the Company and such determination is disclosed in accordance with the rules of the NYSE. Any vacancy on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy. No member of the Committee shall be removed from the Committee except by majority vote of the Board. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate; provided, that the subcommittees are composed entirely of directors satisfying applicable independence standards. Chapter 3 Meetings and Procedures The Committee shall meet at least quarterly, and more frequently as circumstances require. The Committee shall report regularly to the Board regarding the execution of its duties and responsibilities and shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Board. The members of the Committee shall select a Chairperson who will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each upcoming meeting. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum. Periodically, the Committee shall meet with the Company s management, the head of internal audit and the independent auditor in separate executive sessions. Chapter 4 Specific Authority, Responsibilities and Duties In recognition of the fact that the Company s independent registered public accounting firm is ultimately accountable to the Board and the Committee, the Committee shall (a) have the sole authority and responsibility to select, evaluate and, where appropriate, replace the Company s independent registered public accounting firm, (b) approve all audit engagement fees and terms and all non-audit engagements with the Company s independent registered public accounting firm and (c) perform such other duties and responsibilities set forth in this Charter. The Committee may consult with management and the internal audit group but shall not delegate these responsibilities. In fulfilling its duties and responsibilities hereunder, the Committee will be entitled to reasonably rely on (a) the integrity of those persons within the Company and of the professionals and experts (such as the Company s independent registered public accounting firm) from which it receives information, (b) the accuracy of the financial and other information provided to the Committee by such persons, professionals or experts and (c) representations made by the Company s independent registered public accounting firm as to any services provided by such firm to the Company. 2

3 To fulfill its responsibilities, the Committee shall: With respect to the engagement of any independent registered public accounting firm to perform audits and other audit related services: Be directly responsible for the appointment, compensation, retention (including termination) and oversight of the work of any independent registered public accounting firm engaged by the Company (including for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services or other work for the Company and the resolution of disagreements between management and the Company s independent registered public accounting firm regarding financial reporting) and ensure that such firm shall report directly to it. With respect to the work of the Company s independent registered public accounting firm: Have the sole authority to review in advance, and grant any appropriate pre-approvals, of (a) all auditing services to be provided by the Company s independent registered public accounting firm and (b) all non-audit services to be provided by such firm that are permitted under Section 10A of Exchange Act, and, in connection therewith, to approve all fees and other terms of engagement. The Committee may delegate the authority to pre-approve audit and permitted non-audit services between meetings of the Committee to a designated member of the Committee, provided that the decisions made by such member are presented to the full Committee for ratification at its next scheduled meeting. Evaluate on an annual basis the performance of the Company s independent registered public accounting firm, including the lead audit partner, and present the conclusions of such evaluation to the Board. In making its evaluation, the Committee should take into account the opinions of management and the Company s internal auditors. Ensure that partner rotation practices are in compliance with all applicable SEC rules and other related laws and regulations. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent registered public accounting firm. Ensure that the Company s independent registered public accounting firm submit to the Committee on an annual basis a written statement consistent with Independence Standards Board Standard No. 1. Discuss with such firm any disclosed relationships or services that may impact its objectivity and independence and satisfy itself as to the Company s independent registered public accounting firm s independence. At least annually, obtain and review a formal written annual report from the Company s independent registered public accounting firm describing (a) such firm s internal quality control procedures, (b) any material issues raised by the most recent internal quality control review, or peer review, of the Company s independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the Company s independent registered public accounting firm, and any steps taken to deal with any such issues, and (c) to assess the 3

4 Company s independent registered public accounting firm s independence, all relationships between such firm and the Company. Review, based upon the recommendation of the Company s independent registered public accounting firm and the head of internal audit, the scope and plan of the work to be done by the Company s independent registered public accounting firm. Obtain from the independent auditor assurance that Section 10A(b) of the Exchange Act has not been implicated. With respect to the Company s third party petroleum reserves engineer: Be directly responsible for the appointment, termination, compensation, and retention of any independent petroleum reserves engineer to review, audit or prepare an independent estimate of the Company s natural gas and oil reserves. The Committee shall review the independent petroleum reserves engineer s qualification, performance and independence (including, where appropriate, a review of work performed, conflicts of interest, rotation of representatives and employment relationships). The Committee shall review management s plan, as well as the plan of the independent petroleum reserves engineer, to accomplish the review, audit or preparation of the Company s natural gas and oil reserves estimates. With respect to the Company s financial statements: Review and discuss the Company s annual audited and quarterly unaudited financial statements with management and the Company s independent registered public accounting firm prior to the filing of the Company s 10-K or 10-Q, as applicable, including the Company s specific disclosures under Management s Discussion and Analysis of Financial Condition and Results of Operations included in the Company s quarterly and annual reports filed with the SEC. Discuss with the Company s independent registered public accounting firm the matters required to be discussed by any applicable statements on auditing standards. Recommend to the Board whether the Company s annual audited financial statement should be included in the Company s annual report for filing with the SEC. Prepare and approve the audit committee report required to be included in the Company s proxy statement for the annual meeting (or in the Company s Annual Report on Form 10-K if required to be included therein). In connection with the preparation of the Company s annual audited financial statements, review and discuss with management and the Company s independent registered public accounting firm major issues regarding accounting principles and financial statement presentation, including any significant changes in the Company s selection or application of accounting principles and policies, compliance with U.S. generally accepted accounting principles ( GAAP ) and, where appropriate, the Company s provision for future occurrences which may have a material impact on its financial statements. 4

5 Discuss with the independent auditor the matters required to be discussed by the independent auditor with the Committee under auditing standards established by the Public Company Accounting Oversight Board, including Auditing Standard No. 16, and under the rules and regulations of the SEC and other applicable authorities (as such standards and rules and regulations may be established or amended from time to time). In particular, in connection with the preparation of the Company s annual financial statements, review with the Company s independent registered public accounting firm (i) all critical accounting policies and practices used by the Company, (ii) all alternative accounting treatments of financial information reported in GAAP related to material items that have been discussed with management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the Company s independent registered public accounting firm and (iii) other material written communications between the Company s independent registered public accounting firm and management. At its meetings with each of management, the Company s independent registered public accounting firm and the head of internal audit, review (a) any significant disagreement between management and the Company s independent registered public accounting firm or the internal audit group in connection with the preparation of the financial statements, (b) any difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information and (c) management s response to each. Review on a quarterly basis with the Company s independent registered public accounting firm any other audit problems or difficulties (including accounting adjustments that were noted or proposed by such firm but passed by management (due to immateriality or otherwise)), communications between the audit engagement team and the Company s independent registered public accounting firm s national office regarding auditing or accounting issues and management or internal control letters issued, or proposed to be issued, by the Company s independent registered public accounting firm to the Company) and management s response to such letters. The review shall also include a discussion of the responsibilities, budget and staffing of the Company s internal audit function. Discuss on a quarterly basis with the Company s independent registered public accounting firm, without management being present, (a) their judgment about the quality, integrity and appropriateness of the Company s accounting principles and financial disclosure practices as applied in the Company s financial reporting and (b) the completeness and accuracy of the Company s financial statements. Consider and approve, if appropriate, significant changes to the Company s accounting principles as suggested by the Company s independent registered public accounting firm, management or the internal audit group. Review with the Company s independent registered public accounting firm, management and the internal audit group, at appropriate intervals, the extent to which any changes or improvements in accounting or financial practices, as approved by the Committee, have been implemented. Review and discuss with management, the internal audit group, the Company s independent registered public accounting firm and the Company s in-house and independent counsel, as appropriate, the Company s legal compliance report and any legal, regulatory or 5

6 compliance matters (including tax) that could have a significant impact on the Company s financial statements, including applicable changes in regulatory and accounting initiatives, standards or rules and changes in applicable tax regulations. Review and discuss with management all material off-balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of the Company with unconsolidated entities or other persons. Review and discuss with management the Company s major financial risk exposures and the steps management has taken to monitor, control and manage such exposures, including the Company s risk assessment and risk management guidelines and policies. Obtain reports from management and/or the independent auditor, and review and discuss with management and the independent auditor, the Company s relationships and transactions with related parties that are significant to the Company, if applicable. Review and discuss with management its annual and interim evaluations of the Company s ability to continue as a going concern. With respect to the internal audit function, internal controls and legal and regulatory compliance: Review, based upon the recommendation of the Company s independent registered public accounting firm and the head of internal audit, the scope and plan of the work to be done by the internal audit group and the responsibilities, budget and staffing needs of the internal audit group. audit. Review and approve the appointment and replacement of the Company s head of internal Review on an annual basis the performance of the internal audit group. In consultation with the Company s independent registered public accounting firm and the internal audit group, review the adequacy of the Company s internal controls, disclosure processes and its procedures designed to ensure compliance with laws and regulations, and any special audit steps adopted in light of material control deficiencies. Provide oversight with respect to and in compliance with the Company s Code of Conduct and the Complaint Procedures for Accounting and Auditing Matters attached hereto as Annex A. Review (a) the internal control report prepared by management, including management s assessment of the effectiveness of the Company s internal control over financial reporting and (b) the Company s independent auditor s attestation, and report, on the assessment made by management, in each case, as and when required by Section 404 of the Sarbanes-Oxley Act of

7 Review with management and the Company s independent auditor any reports or disclosure submitted by management to the Committee as contemplated by the certifications required under Section 302 of the Sarbanes-Oxley Act of Review with management the management letters, if any, and the steps management intends to take to address the issues raised by those letters. Review periodically with appropriate legal staff of the Company material legal affairs of the Company, the Company s compliance policies and any material reports or inquiries received from regulatory or governmental agencies. With respect to its other responsibilities: Discuss with management the Company s earnings press releases and the financial information and earnings guidance provided by the Company, paying particular attention to the use of pro-forma or adjusted non-gaap information. This review may be done generally through a discussion of the types of information to be disclosed and type of presentations to be made, and the Committee need not discuss in advance each earnings release or each instance in which the Company may provide earnings guidance. Review and assess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Committee. Review its own performance annually. Report regularly to the Board. Review with the full Board any issues that have arisen before the Committee with respect to the quality or integrity of the Company s financial statements, the Company s compliance with legal or regulatory requirements, the performance and independence of the Company s independent registered public accounting firm or the performance of the internal audit group. Review the findings of any examination by regulatory agencies and any auditor observations. Perform any other activities consistent with this Charter, the Company s Second Amended and Restated Certification of Incorporation and Amended and Restated Bylaws and governing law as required under any applicable laws or regulations or as the Committee or the Board otherwise deems necessary or appropriate. The foregoing responsibilities and duties set forth in this Charter should serve as a guide only, with the express understanding that the Committee may carry out additional responsibilities and duties and adopt additional policies and procedures as may be necessary in light of any changing business, legislative, regulatory, legal or other conditions. Chapter 5 Former Employees of the Company s Independent Registered Public Accounting Firm The Committee shall be required to pre-approve the hiring of any employee or former employee of the Company s independent registered public accounting firm who was a member of the Company s audit engagement team within the preceding two fiscal years. The Committee 7

8 shall not approve the hiring of any individual for a financial reporting oversight role if such person is or was an employee of the Company s independent registered public accounting firm and was a member of the Company s audit engagement team within the preceding two fiscal years unless (A) (i) such individual is to be employed for a limited period of time due to an emergency or unusual situation and (ii) the Committee determines that the hiring of such individual is in the best interests of the Company or (B) such individual becomes employed by the Company as a result of a business combination and the Committee was made aware of such individual s prior relationship with the Company as a member of its audit engagement team. Chapter 6 Resources The Committee shall have the authority to retain or terminate, at its sole discretion, independent legal, accounting and other advisors or consultants at the Company s expense to advise the Committee to the extent it considers it necessary to carry out its duties or assist in the conduct of an investigation. The Committee may request any officer or employee of the Company or the Company s outside counsel or Company s independent registered public accounting firm to attend a meeting of the Committee or to meet with any members of, or advisors or consultants to, the Committee. The Committee may seek any information it requires from all employees (all of whom are directed to cooperate with the Committee s requests) or external parties. The Committee shall have the sole authority to determine the terms of the engagement and the extent of funding necessary for payment of (a) compensation to the Company s independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, (b) compensation to any independent legal, accounting and other advisors or consultants retained to advise the Committee and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Company shall provide appropriate funding for any of the foregoing, as determined by the Committee. Chapter 7 Other Although the Committee has the powers and responsibilities set forth in this Charter, the role of the Committee is oversight. The members of the Committee are not full-time employees of the Company and may or may not be accountants or auditors by profession or experts in the fields of accounting or auditing and, in any event, do not serve in such capacity. Consequently, it is not the duty of the Committee to conduct audits or to determine that the Company s financial statements and disclosures are complete and accurate and are in accordance with GAAP and any other applicable laws or regulations. These are the responsibilities of management and the Company s independent registered public accounting firm. Chapter 8 No Conflicts Notwithstanding anything to the contrary in this Charter, in the event that any terms of this Charter conflict with the terms of the Stockholders Agreement by and among the Company and the Stockholders party thereto, dated as of August 30, 2013, as the same may be amended from time to time (the Stockholders Agreement ), the Stockholders Agreement shall control. 8

9 * * * While the Committee members have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the Committee members, except to the extent otherwise provided under applicable federal or state law. Further, nothing in this Charter is intended to preclude or impair the protection provided in Section 141(e) of the Delaware General Corporation Law for good faith reliance by Committee members on reports or other information provided by others. 9

10 ANNEX A Complaint Procedures for Accounting and Auditing Matters In this policy, the Parent refers to EP Energy Corporation and the Company refers to, collectively, the Parent and its subsidiaries. Any employee of the Company, as well as any other person, may submit a good faith complaint regarding accounting, internal accounting controls or auditing matters to the management of the Company without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. The Audit Committee of the Parent s Board of Directors (the Audit Committee ) will oversee treatment of employee and third-party concerns in this area. In order to facilitate the reporting of complaints, the Audit Committee has established the following procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters ( Accounting Matters ) and (ii) the confidential, anonymous submission by employees and third parties of concerns regarding questionable accounting or auditing matters. Employees who suspect violations regarding Accounting Matters are required to report such concerns and should do so according to these procedures. Receipt of Complaints Individuals may report complaints on a confidential or anonymous basis by calling a toll-free hotline at (855) or filing a report via the Electronic Submission Form, which is available on the Ethics section of the Company s Intranet site. Scope of Matters Covered by These Procedures These procedures relate to complaints relating to any Accounting Matters, including, without limitation, the following: fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company; fraud or deliberate error in the recording and maintaining of financial records of the Company; deficiencies in or noncompliance with the Company s internal accounting controls; misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or deviation from full and fair reporting of the Company s financial condition.

11 Treatment of Complaints Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by Company counsel, Internal Audit or such other persons as the Audit Committee determines to be appropriate. The Audit Committee will remain apprised of the outcome of investigations related to such complaints. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of Reporting and Retention of Complaints and Investigations The Company will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of complaints and such log will be maintained in accordance with the Company s document retention policy. 2

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